0001015402-01-503036.txt : 20011019 0001015402-01-503036.hdr.sgml : 20011019 ACCESSION NUMBER: 0001015402-01-503036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011012 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOT PRODUCTS INC COM CENTRAL INDEX KEY: 0001000079 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 860737579 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27382 FILM NUMBER: 1758705 BUSINESS ADDRESS: STREET 1: 7625 EAST REDFIELD ROAD, SUITE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4803689490 MAIL ADDRESS: STREET 1: 7625 EAST REDFIELD ROAD, SUITE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: SC&T INTERNATIONAL INC DATE OF NAME CHANGE: 19950918 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported): October 12, 2001 Hot Products, Inc.com --------------------------------------------- (Exact name of registrant as specified in its charter) Arizona 0-27382 86-0737579 ------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7625 E. Redfield Road Suite 200 85260 Scottsdale, Arizona -------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 480-368-9490 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On October 10, 2001, the Registrant entered into a Preliminary Agreement for Merger with International Global Positioning, Inc. (IGP), a Nevada Corporation. International Global Positioning, Inc. will be merged into Hot Products, Inc.com, (HPIC) with Hot Products, Inc.com being the surviving corporation. The closing of the purchase transaction is intended to occur no later than November 30, 2001. As part of this transaction the Surviving Corporation's name will be changed to International Global Positioning, Inc. This proposed merger between International Positioning Inc. and Hot Products Inc.com is viewed by HPIC's Board of Directors as an essential mechanism for ensuring the future interests of the company and its shareholders. The combined new entity will create a synergy and industry dynamics that offer it the ability to successfully penetrate numerous markets around the world. IGP stands on the forefront of the next burgeoning industry, Global Satellite technology. IGP is positioned to become a global leader in the development and distribution of numerous consumer-oriented devices that incorporate State-of-the Art, Global Positioning Technology. IGP's first device, RES-Q1, targeted at the North American automotive industry, is a Telematic, Automatic Tracking and Security System, that offers "real-time" security surveillance and personal tracking capabilities. HPIC alleges that IGP's RES-Q1 product and marketing program, incorporates enhanced features that makes it more "user friendly" than GM's On-Star system, and which should also dramatically impact sales of current market leader, LoJack, which utilizes the obsolete RF technology, as compared to QPS. The RES-Q1 device is one of many innovative new products planned for introduction by IGP that will address a wide spectrum of the Automotive, Consumer and Pet market categories. HPIC, is quickly becoming recognized as an innovative industry leader in the development and distribution for a wide range of comprehensive Road Emergency and Automotive Survival products. HPIC currently supplies its products to Toyota Motor Sales, Harley Davidson, Jiffy Lube, Polaris Industries, Plow & Hearth etc. HPIC plans to integrate its entire line under IGP's RES-Q brand name upon completion of the merger. HPIC feels strongly that through this merger, which will allow it direct access to the over 100,000 automotive dealerships, throughout North America, combined with the product development, marketing and management expertise of the new entity, that IGP will have created an industry dynamics and product marketing synergy, unparalled within the industry, that should greatly enhance shareholder value for the investors of both companies. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit Number Exhibit Description -------- ------------------- 99.1 Preliminary Agreement for Merger Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. HOT PRODUCTS, Inc.com By: /s/ James L. Copland ------------------------------ James L. Copland President and Chief Operating Officer Dated: October 12, 2001 EXHIBIT INDEX Exhibit Number Exhibit Description ------- -------------------- 99.1 Preliminary Agreement for Merger EX-99.1 3 doc2.txt October 12, 2001 EXHIBIT 99.1 Michael J. Coker, President and CEO International Global Positioning, Inc. 3200 North Central Avenue, Suite 1990 Phoenix, Arizona 85012 Re: Preliminary Agreement for Merger Dear Mr. Coker: This letter evidences the Preliminary Agreement between HOT PRODUCTS, INC.COM, an Arizona corporation ("HPIC"), and INTERNATIONAL GLOBAL POSITIONING, INC., a Nevada corporation ("IGP") for a proposed transaction (the "Transaction") by which IGP will be merged into HPIC. This Preliminary Agreement is subject to the satisfaction of several contingencies, including the execution by both parties of definitive agreements and the satisfactions of conditions set forth in those definitive agreements. The terms of the Transaction are set forth below. 1. Merger. IGP and HPIC will merge, with HPIC being the surviving ------ corporation (the "Surviving Corporation"). The Surviving Corporation will remain a reporting company under the Securities Exchange Act of 1934, as amended. 2. Name Change. As a part of the Transaction, the name of the ------------ Surviving Corporation changed to INTERNATIONAL GLOBAL POSITIONING, INC. HPIC and IGP acknowledge that this will require assignment of a new CUSIP # and trading symbol for HPIC. 3. Board of Directors. The Surviving Corporation will have a new -------------------- board of directors which board will be comprised of three members designated by IGP, two members designated by HPIC, and two outside members approved by both HPIC and IGP. 4. Reverse Stock Split. HPIC will effectuate a one-for-five reverse --------------------- split of its currently issued and outstanding shares, resulting in 2,043,125 shares being issued and outstanding. This reverse split will also reduce outstanding HPIC warrants to 99,048 at a conversion price of $5.00/share. 5. New Warrants. The Surviving Corporation will authorize up to ------------- 420,000 warrants convertible into one share at $1.50/share, which warrants shall be issued to certain holders of warrants of IGP in cancellation of such outstanding IGP warrants. PAGE 2. AGREEMENT 6. Shares to IGP Shareholders. As a part of the Transaction, current --------------------------- holders of IGP shares will have their shares converted into 16,846,112 restricted shares of the Surviving Corporation. 7. Shares to HPIC Management. As a part of the Transaction, the ---------------------------- Surviving Corporation will issue 1,110,763 restricted shares to the current management of HPIC in exchange for the cancellation of all existing management and employee agreements, as well as vested warrants, options and stock rights not yet exercised or converted. Current management will resign in exchange for such compensation. 8. New Employment Agreements. The Surviving Corporation will execute -------------------------- new employment contracts with its management. 9. Due Diligence. The period from the execution of this Preliminary -------------- Agreement until 75 days thereafter shall be referred to as the "Due Diligence Period." During the Due diligence Period, each of HPIC and IGP and its attorneys, accountants and agents, shall have the opportunity to conduct a due diligence investigation of the other party. This shall include, without limitation, the inspection by each party of the assets, books and records, and all material documents of the other party. HPIC and IGP shall each deliver to the other such copies of the books and records relating to that party's business as may be reasonably requested by the other party. HPIC and IGP shall each fully cooperate with the other in the due diligence inspection. 10. IGP Audit. IGP will complete an audit of its financial ---------- statements, satisfactory to HPIC, within 60 days from the date of this Preliminary Agreement. 11. Necessary Action. IGP and HPIC will each take such action as may ----------------- be required to effectuate the Transaction. 12. Closing. The closing of the purchase transaction will occur on ------- the date specified for closing in the definitive Agreement and Plan of Merger ("Closing"), but no later than November 30, 2001. The Closing is subject to the following conditions: (a) execution of a mutually acceptable Agreement and Plan of Merger; and (b) completion, to each party's reasonable satisfaction, of its due diligence investigation of the other party; and (c) approval by the Shareholders of each party. 13. Agreement and Plan of Merger. HPIC and IGP will use their best ------------------------------- good faith efforts to negotiate and execute a mutually acceptable definitive Agreement and Plan of Merger within 30 days from the date this Preliminary Agreement is executed by the parties. The Agreement and Plan of Merger will include, among other items, standard and adequate representations and warranties, conditions to Closing and indemnification provisions which are customary in a transaction of this type. PAGE 3. AGREEMENT 14. No Solicitation of Competing Offers. For a period of 60 days from ----------------------------------- the execution of this of this Preliminary Agreement, neither party will solicit or negotiate with any other individual or entity for a merger or sale of its assets. 15. Notice. All notices provided for by this Preliminary Agreement ------ shall be in writing and shall be deemed received by the intended recipient: (a) the business day that such notice is sent by telecopy or facsimile (if a number telecopier number is listed below) to the intended recipient provided that such notice is also sent by United States Mail, as certified mail, return receipt requested and postage paid thereon; (b) the third business day after the date placed in United States Mail, as certified mail, return receipt requested and postage paid thereon; (c) the first business day after such notice is sent by express mail or other overnight mail service. All notices shall be delivered to the addresses indicated below, unless the party giving any such notice has been notified in writing of a change of such address: To HPIC: James L. Copland Hot Products Inc.com 7625 East Redfield Road Phoenix, Arizona 85260 Telecopier No. (480) 607-6801 To IGP: Michael J. Coker International Global Positioning, Inc. 3200 North Central Avenue, Suite 1990 Phoenix, Arizona 85012 Telecopier No. (602) 285-0974 16. Governing Law. This Preliminary Agreement, and all documents -------------- prepared and signed pursuant to this Preliminary Agreement, shall be governed and construed by the laws of the State of Arizona. 17. Expenses. Each party shall be solely responsible for and bear its -------- own expenses, including but not limited to accounting, appraisal and legal expenses, incurred at any time in connection with this Preliminary Agreement and the transactions contemplated herein. 18. Term. Once this Preliminary Agreement is accepted, it shall remain ---- in effect until the earlier of (i) execution of the Agreement and Plan of Merger; or (ii) the failure of a condition to, or other term of, this Preliminary Agreement. PAGE 4. AGREEMENT When countersigned by IGP, this letter will provide a basis to proceed with the negotiations and Closing of this Transaction. Neither party shall be obligated to effect the Transaction sell or purchase the Assets until such time as the parties have entered into a formal Agreement and Plan of Merger. Please indicate your acceptance of the terms of this Preliminary Agreement by signing and returning the enclosed counterpart of this Preliminary Agreement to me. Very truly yours, HOT PRODUCTS INC.com By: /s/ James L. Copland --------------------------- James L. Copland, President And Chief Operating Officer Accepted this 10th day of October, 2001 INTERNATIONAL GLOBAL POSITIONING, INC. /s/ Michael J. Coker, President By: ----------------------------------- Michael J. Coker, President